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Convertible Preferred Stock | 9 Months Ended
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Sep. 30, 2020
Class Of Stock Disclosures [Abstract] |
Convertible Preferred Stock | Note 9 - Convertible Preferred Stock The following table details, by series, the Company's convertible preferred stock at September 30, 2020 (in thousands, except shares and original issue price):
Series |  | Shares Authorized |  |  | Shares Issued and Outstanding |  |  | Defined Original Issue Price |  |  | Liquidation Preference |
Series H |  |  | 53,031,883 |  |  |  | 23,923,188 |  |  | $ | 1.15 |  |  | $ | 27,512 |
Series G |  |  | 76,464,035 |  |  |  | 46,146,517 |  |  |  | 0.75 |  |  |  | 34,610 |
Series F |  |  | 19,468,203 |  |  |  | 19,468,203 |  |  |  | 1.50 |  |  |  | 29,202 |
Series E |  |  | 13,972,954 |  |  |  | 7,639,556 |  |  |  | 5.00 |  |  |  | 38,198 |
Series D |  |  | 11,781,710 |  |  |  | 10,874,876 |  |  |  | 4.00 |  |  |  | 43,499 |
Series C |  |  | 2,356,597 |  |  |  | 2,356,596 |  |  |  | 3.00 |  |  |  | 7,070 |
Series B‑1 |  |  | 2,998,852 |  |  |  | 2,998,852 |  |  |  | 3.20 |  |  |  | 9,596 |
Series B |  |  | 3,641,817 |  |  |  | 3,641,817 |  |  |  | 2.75 |  |  |  | 10,015 |
Series A‑3 |  |  | 750,000 |  |  |  | 750,000 |  |  |  | 2.24 |  |  |  | 1,680 |
Series A‑2 |  |  | 266,668 |  |  |  | 266,668 |  |  |  | 1.50 |  |  |  | 400 |
Series A‑1 |  |  | 700,000 |  |  |  | 700,000 |  |  |  | 1.14 |  |  |  | 800 |
|  |  | 185,432,719 |  |  |  | 118,766,273 |  |  |  |  |  |  | $ | 202,582 |
Series H In February and March 2019, the Company issued 8,695,621 shares of Series H Preferred Stock at $1.15 per share for total cash proceeds of $10.0 million. The Company’s convertible preferred stock has been classified as temporary equity in the accompanying balance sheets given that a majority of the Company’s Board of Directors seats are held by convertible preferred stock holders and could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The Company has not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments are currently not redeemable and the Company believes it is not probable that the instruments will become redeemable at this point in time. Adjustments to increase the carrying values to the respective liquidation preferences will be made if and when it becomes probable that an event would occur obligating the Company to pay such amounts. Conversion Rights The holders of Series A-1, Series A-2, and Series A-3 (collectively, “Series A”); Series B and Series B-1 (collectively, “Combined Series B”); Series C; Series D; Series E; Series F, Series G, and Series H are entitled to convert their shares into common stock at the option of the holder, at any time, into fully paid and non‑assessable shares of common stock. The number of shares of common stock to which a holder of the Series A, Combined Series B, Series C, Series D, Series E, Series F, Series G, and Series H (collectively, “Series Preferred”) can convert is obtained by multiplying the conversion rate that is in effect by the number of shares of Series Preferred being converted. The conversion rate is determined by dividing the original issue price by the applicable conversion price (initially the original issue price for all classes of Series Preferred except Series B‑1, for which the conversion price is initially $2.75). As a result of the reverse stock split effected in October 2020, the conversion rate for the Series Preferred is 0.1684664 per share. Following the closing of the IPO in October 2020, each share of Series Preferred automatically converted into shares of common stock (based on the then‑effective Series Preferred conversion price). Dividend Rights The Series Preferred holders are entitled to receive non‑cumulative cash dividends. The dividends are required to be declared by the Board of Directors and are calculated at an annual rate of 8% of the original issue price of the respective Series Preferred shares. Series Preferred holders have the following order of preference on dividends: Series H holders, Series G holders, Series F holders, Series E holders, Series D holders, Series C holders, Combined Series B holders, Series A holders. The Series A holders have preference over the common stockholders. In the event that dividends are paid on any class of Series Preferred, the Company shall pay an additional dividend on all outstanding shares of a higher preference in a per‑share amount on an as‑if‑converted‑to‑common‑stock basis. In the event dividends are paid on any common stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred stock in a per‑share amount on an as‑if‑converted‑to‑common‑stock basis. Voting Rights The holders of each share of Series Preferred stock have the right to one vote for each share of common stock on an as‑if‑converted basis. When converted, the common stock and Series Preferred stockholders have equal voting and power rights. As long as any Series Preferred stock remains outstanding, a majority vote of the respective class of holders would be required to amend any provisions of the Company's articles of incorporation or bylaws that would adversely affect them. Redemption Series Preferred stockholders are subject to automatic redemption in the consolidation or merger of the Company or sale of all or substantially all of the Company's assets in which the stockholders of the Company immediately prior to the transaction hold less than 50% of the outstanding securities of the surviving entity. Proceeds available for distribution from such transaction will be distributed consistent with a liquidation event. Liquidation In accordance with the articles of incorporation, upon a defined event of acquisition or asset transfer, liquidation, dissolution, or winding up of the Company, any amounts that are available for distribution are to be paid out to its stockholders in the following order of preference, in an amount equal to the per‑share original issue price, plus any accrued, declared, and unpaid dividends: Series H holders, Series G holders, Series F holders, Series E holders, Series D holders, Series C holders, Combined Series B holders, Series A holders. If the assets of the Company are insufficient to make payments in full to a class of holders of preferred stock, in the order of preference previously described, then remaining assets shall be distributed among the holders of that class of preferred stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled and the holders of lower preference shares will receive nothing. Upon payment of all preferential amounts required to be paid to the Series Preferred, the holders of common stock and Series Preferred shall be entitled to receive a ratable portion, calculated on an as‑if‑converted basis, of the remaining assets of the Company available for distribution to its stockholders.

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